Exhibit 10.2

Execution Version

SECOND AMENDED AND RESTATED

INVESTMENT MANAGEMENT AGREEMENT

THIS SECOND AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of November 16^th, 2017, by and between ADVANTAGE INSURANCE INC., a corporation incorporated under the laws of Puerto Rico (“Advantage Insurance”), and successor to ADVANTAGE INSURANCE HOLDINGS LTD., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Advantage Holdings”), ADVANTAGE LIFE & ANNUITY COMPANY SPC, a Cayman Islands licensed insurance company (the “Client”), and GSO / BLACKSTONE DEBT FUNDS MANAGEMENT LLC, a limited liability company incorporated in the State of Delaware (the “Investment Manager”), and, unless otherwise specified, shall be effective as of the date hereof.

WHEREAS, the Client is a wholly-owned subsidiary of Advantage Insurance;

WHEREAS, Advantage Holdings, the Client and GSO CAPITAL PARTNERS INTERNATIONAL LLP, a limited liability partnership incorporated in England and Wales (the “Prior Investment Manager”), are parties to an Investment Management Agreement dated as of July 2, 2013 (the “Original Agreement”) and amended as of September 20, 2013 (the “Amended Agreement”), pursuant to which Advantage Holdings, on behalf of the Client, engaged the services of the Prior Investment Manager to manage a portfolio of Investments (as defined in Section 2(a) below) for and on behalf of the Client;

WHEREAS, Advantage Holdings merged with and into its 100% owned subsidiary, Advantage Insurance, on September 30, 2016, whereby Advantage Insurance is the successor to Advantage Holdings and accepts and assumes all of Advantage Holdings’ rights and obligations under the Amended Agreement;

WHEREAS, upon prior written notice to the Client, and pursuant to Section 21 of the Amended Agreement, the Prior Investment Manager and the Investment Manager have entered into an assignment agreement, effective as of the date hereof, whereby the Prior Investment Manager assigns to the Investment Manager all of the Prior Investment Manager’s rights and obligations under the Amended Agreement and the Investment Manager accepts and assumes all of the Prior Investment Manager’s rights and obligations under the Amended Agreement; and

WHEREAS, the Investment Manager, Advantage Insurance and the Client desire to enter into this Agreement in order to amend and restate the Amended Agreement in its entirety.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt whereof is hereby acknowledged, the parties hereto agree as follows:

1.          Appointment of the Investment Manager. As of the date hereof, the Client hereby appoints the Investment Manager as its discretionary investment manager with respect to the assets, securities or other property placed by the Client under the Investment Manager’s supervision (the “Account”), and the Investment Manager hereby accepts such appointment, effective as of the date hereof, in accordance with the provisions of this Agreement. The investment program to be utilized by the Investment Manager shall be to invest, from time to time, directly or indirectly through one or more investment vehicles in such assets, securities or other property in accordance with the investment management guidelines set forth on Exhibit A attached hereto (the “Investment Guidelines”).

2.           Account.

(a)          The Account shall consist of (i) the existing cash and investments held in the Account under the terms of the Amended Agreement (including the contribution by the Client to the Account of at least $30 million in cash or cash equivalents pursuant to the Amended Agreement), (ii) such additional contributions in cash and cash equivalents from time to time (including the contribution by the Client to the Account of at least $75 million in cash or cash equivalents obtained by the Client as use of proceeds of the initial public offering of shares of common stock, par value $0.01 per share, of Advantage Insurance) (the “IPO Event”), and (iii) all investments, reinvestments and proceeds from the ownership, sale or disposition of any such assets, securities or other property held in the Account, in each case, in accordance with the Investment Guidelines (including all dividends and interest on such assets, securities or other property, all appreciation in the value thereof and less depreciation in the value thereof) (collectively, the “Investments”). The Client may make additional contributions to, and withdrawals from, the Account at such times and on such terms and conditions that the parties hereto may mutually agree to from time to time. In addition to the foregoing, the Client may make contributions in-kind with respect to such securities as may be mutually agreed by the Investment Manager and the Client (including with respect to the valuation of such securities).

(b)          Subject to the penultimate sentence of Section 2(a) above, the Client may request withdrawals from the Account at any time to satisfy working capital needs of its business, including payment of insurance claims, payment of dividends, payment for share repurchases, corporate acquisitions or other financial obligations. The Client shall notify the Investment Manager in writing (such notice, a “Withdrawal Notice”) of its desired effective date for the withdrawal of any amounts from the Account as soon as reasonably practicable and the Investment Manager shall use its commercially reasonable efforts to satisfy such withdrawal as soon as reasonably practicable following receipt of the Withdrawal Notice with available Cash and Cash Equivalents (as defined in Exhibit A) held in the Account (less any Cash or Cash Equivalents reserved for any pending but not yet settled purchase and net of reserves and/or holdbacks for estimated accrued expenses, liabilities or contingencies in respect of the Account (including any fees and Expenses defined in, and each as computed in accordance with, Exhibit B attached hereto)). If the amount indicated in the Withdrawal Notice exceeds the amount of Cash and Cash Equivalents available for withdrawal in accordance with the preceding sentence, the Investment Manager shall consult with the Client with respect to the satisfaction of such Withdrawal. Following such consultation, the Investment Manager shall use commercially reasonable efforts to liquidate such Investments as directed by the Client, subject to any applicable legal or contractual restrictions relating to the sale or liquidation of any such Investments; provided that the Client agrees and acknowledges that to the fullest extent permitted by law, no Indemnified Person shall have any liability to the Client, its Representatives or any other beneficiary of the Account in respect of any losses incurred by the Account or the Client in connection with the sale or liquidation of any such Investments.

(c)          For purposes of this Agreement, “Affiliate” means, with respect to any entity, (a) any other entity which, directly or indirectly, is in control of, or is controlled by, or is under common control with, such entity or (b) any other entity which is the managing member (or controlling member) or general partner of (i) such entity or (ii) any such other entity described in clause (a) above; provided, that no other entity to which the Investment Manager provides investment, advisory or management services shall be an Affiliate of the Investment Manager solely as a result of the provision of such services. For the purposes of the foregoing definition of “Affiliate”, control of an entity means the power, direct or indirect, (i) to vote more than 50% of the securities having ordinary voting power for the election of directors (or other equivalent persons) of such entity or (ii) to direct or cause the direction of the management and policies of such entity whether by contract or otherwise. For greater certainty, the parties hereto hereby acknowledge and agree that any individual person (x) who is actively involved in the business of the Investment Manager and in the investment management of the account on a day-to-day basis and (y) who has a direct or indirect interest in the Investment Manager (other than solely through the ownership of units of The Blackstone Group L.P. or interests exchangeable therewith), and any of such person’s respective Affiliates, is considered an Affiliate of the Investment Manager, as the case may be, for purposes hereof for so long as such person remains in the capacity described in the foregoing clause (x); provided, that if any such person ceases to be actively involved in the business of the Investment Manager and in the investment management of the account on a day-to-day basis and solely retains a non-controlling residual interest in the Investment Manager (directly or indirectly), as the case may be, then such person shall not be deemed to be an Affiliate of the Investment Manager.

3.           Custody. The Investments of the Account shall be held in the name of the Client in custody of The Bank of New York Mellon, London (the “Custodian”). The Client shall be responsible for the establishment and maintenance of proper arrangements regarding the custody of the Account. The Investment Manager shall not be responsible for any loss incurred by reason of any act or omission of the Custodian, including but not limited to any loss arising from, on account of or in connection with (i) the Custodian failing to timely notify the Investment Manager of any corporate action or similar transaction or (ii) any instruction provided directly by the Client or any of its Affiliates to the Custodian. For the avoidance of doubt, exclusive responsibility for the physical custody and safekeeping of the Account shall at all times be and remain with the Client and the Custodian.

4.           Management.

(a)          Authority of the Investment Manager. As of the date hereof, the Investment Manager shall have the full discretion and authority, as the Client’s true and lawful agent and attorney-in-fact, with full power of substitution and full power in its name, place and stead, without obtaining the prior approval of the Client and at the Client’s expense, to (i) source, identify and evaluate investment opportunities for the Account, monitor and review the Investments held in the Account and analyze the progress of such Investments; (ii) subject to paragraph (b) below, make investment decisions in respect of the Account (including taking actions with respect to the acquisition, purchase, consummation, satisfaction, exchange, liquidation, transfer and other dispositions of Investments); (iii) make investment representations on behalf of the Client; (iv) enter into, make and perform all contracts, agreements, instruments and other undertakings for and on behalf of the Client and/or the Account as the Investment Manager may determine to be necessary, advisable or incidental to the carrying out of the purposes of this Agreement; (v) subject to paragraph (c) below, vote or cause the voting and execution of proxies, waivers, consents and other instruments with respect to the Investments held in the Account; (vi) do anything with respect to the Account which the Investment Manager shall deem requisite, appropriate or advisable in connection with the maintenance and administration of the Account; (vii) possess, transfer or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possessions with respect to, the Investments of the Account; and (viii) authorize any director, officer, manager, trustee, member, partner, stockholder, principal, investment professional, employee, advisor, consultant, representative or other agent (each, a “Representative”) of the Investment Manager to act for and on behalf of the Account in all matters incidental to the foregoing. For the avoidance of doubt, the Investment Manager is not authorized or permitted to withdraw cash, securities or other assets of the Account maintained with the Custodian; however, the Investment Manager may authorize the Custodian to effect or settle transactions and instruct the Custodian to settle or effect transactions in “delivery versus payment” securities, including but not limited to, CLO securities (as defined below). The Investment Manager may direct the Custodian to deliver funds or Investments for the purpose of effecting transactions, and instruct the Custodian to exercise or abstain from exercising any privilege or right attaching to those Investments.

(b)          Client’s Consent with Respect to Investments in GSO-managed CLO Securities or Investment Funds. Notwithstanding the foregoing, prior to the Investment Manager causing the Account to acquire any equity or mezzanine security of a collateralized loan obligation vehicle (“CLO”) or commingled investment fund (“Fund”) managed by the Investment Manager or its Affiliates, the Investment Manager shall use its reasonable efforts to provide the Client (subject to applicable legal, contractual or other confidentiality obligations) with a summary describing the form, anticipated amount (which may, for the avoidance of doubt, be described within a reasonable range) and material terms and conditions of such Investment. The Investment Manager shall not cause the Account to make such Investment if the Client delivers to the Investment Manager a written notice of its election not to participate in such Investment (the “Objection Notice”) within ten (10) Business Days after the receipt of such summary (the “Decision Date”). The Client hereby agrees that to the extent (i) it approves the investment in writing on or before the Decision Date or (ii) it does not deliver the Objection Notice to the Investment Manager on or prior to 5:00pm New York City time on the Decision Date, the Client shall be deemed to have authorized the Investment Manager to cause the Account to make such Investment. The Client acknowledges and agrees that, prior to the Decision Date with respect to any potential Investment, the Investment Manager (i) subject to clause (ii) below, will not be required to provide the Client with all information in its possession with respect to such Investment, (ii) may be restricted by applicable legal, contractual or other confidentiality obligations from providing material information in its possession to the Client and (iii) except as provided in the following sentence, shall have no duty to update any information provided to the Investor. In the event there are substantial changes to the terms of such prospective Investment, the Investment Manager shall use reasonable efforts to provide the Client (subject to applicable legal, contractual or other confidentiality obligations) with a revised summary describing such material changes to the form, anticipated amount (which may, for the avoidance of doubt, be described within a reasonable range) and/or other material terms and conditions of Investment and the Client shall have an additional opportunity to submit an Objection Notice with respect to such Investment in accordance with this paragraph (b); provided that the Decision Date shall be ten (10) Business Days after the Client’s receipt of such revised summary. The Client agrees and acknowledges that, notwithstanding anything to the contrary in Section 8 below and to the fullest extent not prohibited by law, no Indemnified Person (as defined below) shall have any liability to the Client, its Representatives or any other beneficiary of the Account in respect of any information provided (or omitted) in good faith to the Client.

(c)          Voting Rights. The Client shall have the right to direct the Investment Manager with respect to the voting and execution of proxies, waivers, consents and other instruments with respect to the Investments held in the Account; provided that the Investment Manager may make voting recommendations to the Client with respect to the voting and execution of proxies, waivers, consents and other instruments with respect to Investments.

5.           Policies of the Investment Manager. The Investment Manager shall use its reasonable best efforts to ensure that all Investments made by the Investment Manager on behalf of the Client conform to, and are made in accordance with, the requirements imposed by any provisions of applicable law and such policies as may be adopted by the Investment Manager.

6.           Fees. For the Investment Manager’s services as investment manager to the Client, the Client agrees to pay the Investment Manager the fees and to bear the Expenses defined in, and each as computed in accordance with, Exhibit B attached hereto, which exhibit is incorporated herein by reference and made a part hereof.

7.           Representations and Acknowledgments.

(a)          The Investment Manager hereby represents that as of the date hereof:

(i)          to the best of its knowledge, the Investment Manager’s execution, delivery and performance of this Agreement does not violate or conflict with any material agreement or obligation to which the Investment Manager is a party or by which the Investment Manager or any of its property is bound, whether arising by contract, operation of law or otherwise; and

(ii)         this Agreement has been duly authorized by all appropriate action of the Investment Manager and when executed and delivered will be a legal, valid and binding agreement of the Investment Manager, enforceable against the Investment Manager in accordance with its terms.

(b)          The Client hereby represents that as of the date hereof:

(i)          the Client is an exempted company limited by shares incorporated under the laws of the Cayman Islands duly formed, validly existing and in good standing under the laws of the Cayman Islands;

(ii)         the Client’s retention of the Investment Manager as investment manager with respect to the Account is authorized by the Client’s governing documents;

(iii)        the Client’s execution, delivery and performance of this Agreement does not violate or conflict with the Articles (as defined below), or any agreement, obligation or applicable law to which the Client is a party or to which the Client is subject, or by which the Client or any of its property is bound or subject, whether arising by contract, operation of law, under applicable law or otherwise;

(iv)        this Agreement has been duly authorized by all appropriate action of the Client and when executed and delivered will be a legal, valid and binding agreement of the Client, enforceable against the Client in accordance with its terms, and the Client will deliver to the Investment Manager the evidence of such authority as the Investment Manager may reasonably request;

(v)         the execution, delivery and performance of this Agreement will not require the Client to obtain or make any authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality (including, for the avoidance of doubt, the Cayman Islands Monetary Authority or Office of the Commissioner of Insurance of the Commonwealth of Puerto Rico) that has not been lawfully and validly obtained other than notice filings under applicable securities laws and insurance laws;

(vi)        the Client and each of its insurance subsidiaries has filed all notices pursuant to, and has obtained all approvals required to be obtained under, and has otherwise complied with all requirements of, all applicable insurance laws and regulations;

(vii)       the Client has been given the opportunity to (A) ask questions of, and receive answers from, the Investment Manager and each of its Representatives concerning the terms and conditions of, and other matters pertaining to, this Agreement and (B) obtain any additional information necessary to evaluate the merits and risks of entering into this Agreement that the Investment Manager can acquire without unreasonable effort or expense;

(viii)      the Client’s interest in any Investment shall be acquired and/or is being acquired for its own account solely for investment and not with a view to resale or distribution thereof (unless otherwise provided in this Agreement);

(ix)         this Agreement constitutes an arms-length agreement between the Client and the Investment Manager, and the Client understands the method of compensation provided for herein and its risks;

(x)          the Client meets all suitability standards imposed on the Client by law, including that the Client is an “accredited investor” under Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), a “qualified purchaser” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and is a “qualified client” as defined under the Investment Advisers Act of 1940, as amended (the “Advisers Act”);

(xi)         the Client is a “qualified institutional buyer” within the meaning of an in compliance with Rule 144A under the Securities Act;

(xii)        The Client is not a “U.S. Person” as defined under Regulation S of the Securities Act and Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”);

(xiii)       the Client has such knowledge and experience in financial and business matters that the Client is capable of evaluating the merits and risks of the terms and conditions of this Agreement including those risks associated with the investment program described hereunder, the term and the fee structure provided for hereunder and is able to bear such risks, including a complete loss of capital;

(xiv)      the Client has implemented anti-money laundering policies and procedures that are designed to comply with applicable anti-money laundering laws and regulations, and the Company is in compliance with such applicable laws and regulations;

(xv)       the cash, assets, securities and other property furnished by the Client to the Account pursuant to this Agreement, as well as any other assets, securities and other property that may be deposited therein by the Client at any time (in each case, subject to the final sentence of Section 2(a) above), were (A) not and are not directly or indirectly derived from activities that may contravene applicable laws and regulations, including anti-money laundering laws and regulations and the laws, regulations and Executive Orders administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) and (B) derived from funds for which the Client has provided the Manager with a true, correct and complete description of the sources of such funds furnished to the Account;

(xvi)      the Client is in compliance with applicable economic sanctions programs;

(xvii)     the Client (or any Affiliate of the Client; any person having a beneficial interest in the Client; or any person for whom the Client is acting as agent or nominee in connection with the Account) is not (A) an individual or entity named on any available lists of known or suspected terrorists, terrorist organizations or of other sanctioned persons issued by the government of any jurisdiction(s) in which the Client or its subsidiaries, as applicable, are doing business; (B) an individual or entity otherwise prohibited by applicable economic sanctions programs; or (C) a current or former senior foreign political figure (“SFPF”) or politically exposed person (“PEP”), or an immediate family member or close associate of such an individual;

(xviii)    the Client has conducted enhanced scrutiny with respect to current or former SFPFs or PEPs from whom it receives funds reasonably designed to ensure that such funds are not directly or indirectly derived from corruption or any other illegal activity;

(xix)       the Client is not a prohibited foreign shell bank, nor does it receive deposits from, make payments on behalf of, or handle other financial transactions related to prohibited foreign shell banks;

(xx)        the Client is advised that, by law, the Investment Manager and/or the Custodian may be obligated to “freeze the account” of the Client, either by prohibiting additional contributions from the Client, declining any distribution or Withdrawal requests and/or segregating the Investments in the Account in compliance with governmental regulations, and the Investment Manager and/or the Custodian may also be required to report such action and to disclose the Client’s identity to OFAC or any other applicable governmental or regulatory authorities;

(xxi)       neither the Client nor any of its Representatives (or their spouses) has made, solicited or coordinated any contribution to any pension fund official or anyone in the decision-making chain of command in connection with a pension fund’s investment in any investment fund, pooled investment vehicle or other account (in either case, a “Pension Official”) within the last two (2) years. In addition, the Client has not hired and will not hire such a Pension Official within two (2) years of the termination of their engagement or employment with the applicable pension fund and shall promptly notify the Investment Manager if the Client intends to hire such a Pension Official;

(xxii)      the Client is not using and will not use funds to make contributions of cash or cash equivalents hereunder that are assets of (A) an “employee benefit plan” (within the meaning of Section 3(3) of U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) subject to Part 4 of Title I of ERISA, (B) a plan to which Section 4975 of the Code applies, including (if the Investor is a natural person) an individual retirement account, or (C) an entity (including for example a fund of funds, an insurance company separate account or general account or a group trust) whose underlying assets are deemed under the U.S. Department of Labor regulations Section 2510.3-101 et. seq. or Section 2550.401c-1 to include the assets of any such employee benefit plan or plan by reason of an investment in such entity by any such employee benefit plan or plan (and the Client is none of the persons or entities described in the foregoing clauses (A), (B) or (C)); and

(xxiii)     the Client is none of (A) a governmental, non-U.S. or other pension plan, (B) an entity (including for example a fund of funds, an insurance company separate account or general account or a group trust) whose underlying assets are deemed to include the assets of any such plan by reason of an investment in such entity by any such plan, (C) a defined contribution plan (such as a 401(k) plan nor (D) a partnership or other investment vehicle (I) in which its partners or participants have or will have any discretion to determine whether or how much of the Client’s assets are invested in any Investment made or to be made by the Client or (II) that is otherwise an entity managed to facilitate the individual decisions of its beneficial owners to invest in the Account.

(c)          The Client acknowledges and agrees that:

(i)          Without limitation to Schedule I attached hereto, due to the fact the Investment Manager and its Affiliates perform investment advisory services for various Advisory Clients, the Investment Manager or one or more of its Affiliates may give advice and take action with respect to any of their other Advisory Clients which may differ from the advice given or the timing or nature of any action taken with respect to any other Advisory Client, including the Account;

(ii)         it is understood that the Investment Manager shall not have any obligation to recommend for purchase or sale any transaction which its or any of its Affiliates’ Representatives may purchase or sell for its or their own accounts or for any other Advisory Client if, in the opinion of the Investment Manager, such transaction or Investment appears unsuitable, impractical or undesirable for the Account or the Client;

(iii)        the Investment Manager and its Affiliates may aggregate purchase or sale orders for the Investments of the Account with purchase or sale orders for the same asset, security or other item of property for or on behalf of other investment funds, pooled investment vehicles or other client accounts (including registered investment companies) that are sponsored, advised or managed by the Investment Manager or any of its Affiliates, the Investment Manager’s or any of its Affiliates own accounts and hold proprietary positions in accordance with its current aggregation and allocation policy (collectively, “Advisory Clients”), but only if (x) the Investment Manager determines in good faith such aggregation results in an overall economic or other benefit to the Investments, taking into consideration the advantageous selling or purchase price, brokerage commission and other expenses and factors and (y) the Investment Manager’s actions with respect to aggregating orders for multiple Advisory Clients, as well as the Client, are consistent with applicable law and executed in a fair and equitable manner; it being understood, however, that the Investment Manager is under no obligation to aggregate any such orders under any circumstances;

(iv)        circumstances may arise under which the Investment Manager determines there is a limited supply or demand for a particular prospective Investment, in which case, the Investment Manager shall allocate such prospective Investment to the Client and other Advisory Clients in accordance with its then-current aggregation and allocation policy and otherwise in a manner that it determines in good faith is consistent with fiduciary duties its owes, if any, to the Client and such other Advisory Clients; provided, that in circumstances where the Investment Manager has determined to purchase or sell any asset, security or other item of property or make or dispose of any other asset, security or other item of property of an Advisory Client and believes, in good faith, that such asset, security or other item of property would be appropriate as an Investment of the Account, then, consistent with its fiduciary duties and applicable law, the Investment Manager may, but is not obligated to, cross the relevant transactions between such other Advisory Client’s account and the Account;

(v)         the Investment Manager makes no representation or warranty that any Investments made by the Investment Manager hereunder will not depreciate in value or at any time not be affected by adverse consequences of any origin (tax, credit or otherwise), nor does it give any representation or warranty as to the performance or profitability of the Investment or the success of any investment strategy recommended or used by the Investment Manager;

(vi)        upon reasonable request by the Investment Manager, the Client will provide such information as the Investment Manager may need to satisfy applicable anti-money laundering laws and regulations;

(vii)       the Client shall inform the Investment Manager promptly in writing of any material change in the Client’s financial circumstances or objectives and shall respond promptly to reasonable requests by the Investment Manager for information on any such changes;

(viii)      each representation and warranty made herein by the Client shall be deemed made by the Client on a continual basis, as of each date this Agreement continues to be in effect, and the Client shall immediately notify the Investment Manager if any representation or warranty made herein ceases to be true in any material respect; and

(ix)         it has received, read and understood the Investment Manager’s disclosures regarding conflicts of interest set forth on Schedule I attached hereto.

8.           Exculpation; Indemnification.

(a)          No Indemnified Person shall be liable, hereunder or otherwise, to the Client or any of its Affiliates, Representatives or other related parties for any Covered Loss (as defined in Section 8(c) below) incurred or suffered by any of them to the extent such Covered Loss is caused by or arises from any mistake of judgment or action or inaction of any such Indemnified Person, unless such mistake, action or inaction shall have been finally determined to have been incurred or suffered by the Client primarily and directly by reason of the gross negligence, fraud, bad faith or willful misconduct of such Indemnified Person (collectively, “Disabling Conduct”); provided that, even in the event of Disabling Conduct, no Indemnified Person shall be liable hereunder or otherwise for any Covered Loss that constitutes indirect, special, punitive or consequential losses or damages (including losses or damages based on lost profits, diminution in value or other similar theories of loss or damage). Each of the Investment Manager and its Affiliates, Representatives and other related persons may consult with counsel, accountants and other advisors in respect of the Account’s affairs and shall be fully protected and justified in any mistake, action or inaction which is taken in accordance with the advice or opinion of any such counsel, accountants and/ or other advisors.

(b)          No Indemnified Person shall be liable, hereunder or otherwise, to the Client or any of its Affiliates, Representatives or other related persons for any Covered Loss incurred or suffered by any of them to the extent such Covered Loss is caused by or arises from any mistake, action, inaction, negligence, dishonesty, willful misconduct, fraud or bad faith of any broker or other agent selected by any Indemnified Person, unless it shall have been finally determined that such Indemnified Person engaged in Disabling Conduct in connection with its selection of such broker or other agent.

(c)          The Client agrees to indemnify and hold harmless the Investment Manager, its Affiliates, Representatives and other related persons (and each of their respective Representatives and Affiliates) (each an “Indemnified Person”) against any loss, liability, damage, cost, deficiency and expense, including interest, penalties and attorneys’ fees (a “Covered Loss”) incurred or suffered by any such Indemnified Person in connection with the Account; provided, that no Indemnified Person shall be so indemnified to the extent such Covered Loss shall have been determined to have been incurred or suffered by such Indemnified Person primarily and directly by reason of the Disabling Conduct of such Indemnified Person. The Client shall pay the expenses incurred by an Indemnified Person in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding.

(d)          Notwithstanding any of the foregoing to the contrary, the provisions of this Section 8 shall not be construed so as to provide for the exculpation of the Investment Manager or any other Indemnified Person for any liability (including liability under U.S. federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith), to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 8 to the fullest extent permitted by law. This Section 8 shall survive the termination or other expiration of this Agreement.

(e)          The right of any Indemnified Person to the exculpation and indemnification provided herein shall be cumulative of, and in addition to, any and all rights to which such Indemnified Person may otherwise be entitled by contract or as a matter of law or equity and shall extend to such Indemnified Person’s successors, assigns and legal representatives.

(f)          Without limiting the foregoing, neither the Investment Manager nor any of its Representatives or Affiliates shall be liable for any Covered Losses suffered or incurred by the Client or any of its Affiliates, Representatives or other related persons to the extent such Covered Loss is caused by or arises in connection with (nor shall the occurrence of any of the following be the basis for any action, suit or proceeding brought by or on behalf of the Client against any Indemnified Person claiming a breach of this Agreement): (i) any fluctuation or depreciation or diminution in the value of any Investment of the Account, including as a result of fluctuations in the market and other factors beyond the control of the Investment Manager that result in changes in circumstances, including extraordinary sudden market movements, a change in the nature of any investment (whether through change in business activity or credit rating) or significant contributions to or withdrawals from the Account, (ii) any action or inaction taken at the direction or upon the instruction of the Client or any Affiliate or Representative thereof, (iii) any action or inaction taken by the Custodian at the direction of the Client or any Affiliate or Representative thereof (including, without limitation, any such action or inaction by the Custodian that would otherwise constitute a breach of the Investment Guidelines) or (iv) any action or inaction taken by any holding entity, or subsidiary thereof, that holds an Investment (including, without limitation, any such action or inaction that is at the direction of the Client, any Affiliate, any of their respective Representatives or any third party). It is agreed and acknowledged by the Client that there can be no assurance that the investment objectives of the Account will be achieved and the Client accepts the risks involved in respect of Investments.

9.           Activities of the Investment Manager and Others. The Investment Manager shall devote as much of its time to the activities of the Client as it deems necessary and appropriate in its sole discretion. The services of the Investment Manager and its Affiliates are not exclusive and the Investment Manager and its Affiliates are not restricted from forming or providing services to any other Advisory Client or from engaging in other business activities, even though such activities may be in competition with the Client or may involve substantial time and resources of the Investment Manager.

10.         Confidentiality.

(a)           Subject to Section 10(b), both the Investment Manager and the Client acknowledge and agree that pursuant to this Agreement, either party may have access to the other party’s confidential and proprietary information and materials concerning or pertaining to the other’s business, including, without limitation, financial statements and other financial information, methods, plans, customers, investors or projects, and that such information is confidential and proprietary. Both parties will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information. Both parties agree that, without the prior written consent of the other party, they will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any information obtained from or through the other party in connection with this Agreement other than (i) to such party’s Affiliates, Representatives, attorneys, accountants and auditors in furtherance of such party’s business, (ii) to third party service providers or financial institutions that may be providing services to the Account and (iii) to such other third parties as may be reasonably necessary in connection with the provision of the services contemplated by this Agreement (including to effect the purchase and sale of the Investments); provided, that in the case of the foregoing clause (i), such Affiliates, Representatives, attorneys, accountants and auditors must themselves be bound by or be subject to confidentiality obligations or duties with respect to such information and, in the case of the foregoing clause (ii), such third party providers must agree to protect the confidentiality of such information and use such information only for the purposes of providing services to the Account; provided, further, the confidentiality obligations of this Section 10 shall not apply to information (x) that is in the public domain now or that enters the public domain in the future, other than by reason of a breach of this Agreement, (y) which has come to either party from a lawful source not bound to maintain the confidentiality of such information, other than from the other party hereto or an Affiliate or Representative of that party and (z) disclosures which, in the legal opinion of counsel for either party, are required by law, regulatory authority, regulation or legal process.

(b)          The Client agrees that the Investment Manager shall have the right to disclose the performance of the Account or the identity of each of the Account and the Client to third parties at any time in connection with the activities of the Account (including to effect the purchase and sale of Investments) as provided for in this Agreement or as otherwise agreed upon by the Client and the Investment Manager.

(c)          The Investment Manager agrees that, following the IPO Event, Advantage Insurance and the Client shall have the right to disclose information about the Investments required to be presented in its financial statements prepared under applicable accounting standards, including Generally Accepted Accounting Principles in the United States of America (“U.S. GAAP”), (ii) the identity of the Investment Manager and information about the Investments including, subject to applicable confidentiality obligations, for each individual Investment its original cost, amortized cost, fair market value, effective interest rate and investment income earned as part of its normal communications with its shareholders, prospective shareholders, clients and prospective clients. The Investment Manager further agrees that Advantage Insurance may file this Agreement as a material exhibit to any Registration Statement on Form S-1 or equivalent securities registration filing related to a public offering of its shares or listing on an exchange of share interests of Advantage Insurance. The Client shall also have the right to disclose any information required to be disclosed by any governmental regulatory agency, self-regulating body or in connection with any judicial, governmental or other regulatory proceeding or as otherwise required by law; provided, that the Client shall to the fullest extent permitted by applicable law (i) first give written notice to the Investment Manager of the intended disclosure within a reasonable time prior to the time when such disclosure is to be made, (ii) redact mutually agreed upon by the Investment Manager and the Client portions of the confidential agreement, document or other material to be disclosed to the fullest extent permitted under applicable law, rules and regulations and (iii) submit a request, to be mutually agreed upon by the Investment Manager and the Client, that such confidential agreement, document or other material receive confidential treatment under the laws, rules and regulations of the body or tribunal to which disclosure is being made or otherwise be held in the strictest confidence to the fullest extent permitted under the laws, rules or regulations of any other applicable governing body. The Client shall not be required to satisfy the obligations contained in clauses (i) – (iii) of this Section 10(c) in the context of routine and ordinary regulatory inspections or periodic regulatory examinations to the extent compliance would be impracticable.

(d)          Notwithstanding anything to the contrary herein, each party to this Agreement (and each employee, representative, or other agent of such party) may disclose to any and all persons, without limitation of any kind, the U.S. federal tax treatment and tax structure of the Account or any of its transactions; it being understood, however, that, for this purpose (i) the name of, or any other identifying information regarding (A) the Account or (B) any Investment or transaction entered into by the Account, (ii) any performance information relating to the Account or its Investments or (iii) any performance or other information relating to any other Advisory Client or prior account with the Client or any of its Affiliates does not, in each case, constitute such tax treatment or structure information.

11.         Term and Termination

(a)          Term. The initial term of this Agreement shall commence as of the date hereof and shall continue until the third anniversary thereof (the “Initial Term”). Thereafter, this Agreement will automatically renew for successive one (1) year periods (each such one (1) year period, an “Extension Period”). Notwithstanding the foregoing, upon the occurrence of the IPO Event, at the option of the Investment Manager, a new Initial Term shall commence such that this Agreement shall take effect as of the date of the IPO Event, which must occur on or prior to May 31, 2018. This Agreement may be terminated as of the end of the Initial Term and the end of each Extension Period by either party upon not less than ninety (90) calendar days’ prior written notice to the other (such 90 days’ prior to the end of the Initial Term and the end of each Extension Period, the “Non-Renewal Notification Date”); provided, that if terminated by the Client in accordance with the foregoing, the Client (x) shall remain liable pursuant to Section 6 for any accrued but unpaid Management Fees (as set forth in Exhibit B attached hereto) and other expenses and Covered Losses due to the Investment Manager through, and including, the effective date of such termination and (y) shall remain liable for the Termination Fee (as set forth in Exhibit B attached hereto).

(b)          Termination by the Investment Manager.

(i)          The Investment Manager may terminate this Agreement at any time for Good Reason (as defined below) by written notice given to the Client, effective not less than thirty (30) days after delivery of such written notice. Such termination shall be without the payment of any penalty and without liability of either party to the other; provided, that the Client (x) shall remain liable pursuant to Section 6 for any accrued but unpaid Management Fees (as set forth in Exhibit B attached hereto) and other expenses and Covered Losses due to the Investment Manager through, and including, the effective date of such termination and (y) in the event the Agreement is terminated by the Investment Manager pursuant to clauses (A), (B) or (C) of the definition of Good Reason, shall remain liable for the Termination Fee (as set forth in Exhibit B attached hereto). If the Investment Manager terminates the Agreement pursuant to clauses (D) or (E) of the definition of Good Reason, the Investment Manager is not entitled to receive the Termination Fee (as set forth in Exhibit B attached hereto).

(ii)         As used herein, “Good Reason” shall mean (A) any material breach of this Agreement by the Client and/or Advantage Insurance that is not remedied by the Client or Advantage Insurance, as applicable, within sixty (60) Business Days from the date the Client has received written notification of such breach from the Investment Manager, (B) the direct or indirect sale of at least a majority of the voting and/or economic interests of the Client or Advantage Insurance to a non-Affiliated third party acquirer, (C) the Client withdraws cash or Investments from the Account in an amount that results in the value of the Account falling below $100 million for two consecutive quarterly valuation dates, (D) the determination by the Investment Manager in good faith that such termination is necessary or advisable in light of applicable legal, tax, regulatory or other similar considerations or (E) the determination by the Investment Manager in good faith that such termination is necessary or advisable in light of prevailing market conditions or other applicable business considerations.

(c)          Termination by the Client.

(i)          The Client may terminate this Agreement at any time for Cause (as defined below) by written notice given to the Investment Manager, effective upon the expiration of the any applicable cure period described below. Such termination shall be without the payment of any penalty and without liability of either party to the other; provided, that the Client shall remain liable pursuant to Section 6 for any accrued but unpaid Management Fee (as set forth in Exhibit B attached hereto) and other expenses and Covered Losses due to the Investment Manager through, and including, the effective date of such termination. If the Client terminates the Agreement pursuant to clause (B) of the definition of Cause, the Investment Manager is not entitled to receive the Termination Fee (as set forth in Exhibit B attached hereto).

(ii)         As used herein, “Cause” shall mean (A) any material breach of this Agreement by the Investment Manager that is not remedied by the Investment Manager within sixty (60) Business Days from the date the Investment Manager has received written notification of such breach from the Client; provided, that the Investment Manager shall not be deemed to have breached this Agreement solely as a result of the occurrence of any of the events described in clauses (i) through (iii) of Section 8(f) above or in Section 22 or (B) bad faith, fraud or willful misconduct by the Investment Manager that is injurious to the Client, in each case determined in accordance with Section 8(a).

(d)          Termination by either party. Notwithstanding paragraphs (a) through (c) of this Section 11, either the Client or the Investment Manager may terminate this Agreement by written notice given to the other with immediate effect at any time following the occurrence of any one or more of the following events in respect of the other party:

(i)          the filing of a voluntary petition in bankruptcy;

(ii)         the entry of an order of relief in any bankruptcy or insolvency proceeding or the entry of an order that such party is bankrupt or insolvent; or

(iii)        any involuntary proceeding seeking liquidation, reorganization or other relief against such party under any bankruptcy, insolvency or other similar law now or hereafter in effect that has not been dismissed one hundred twenty (120) days after the commencement thereof.

(e)          Furthermore, upon termination of this Agreement (a “Termination”), the Client and the Investment Manager acknowledge and agree that following the date of the effectiveness of such Termination (the “Termination Date”) to carry out the liquidation and winding up of the Account’s Investments in such a manner as proposed by the Investment Manager and agreed upon by the Client at such time. If the Client disagrees with the liquidation process proposed by the Investment Manager or fails to respond to the liquidation proposal on a timely basis, then the Client shall retain all Investments held in the Account on an in-kind basis. For purposes of this Agreement, the date of the final liquidation and/or payment of proceeds attributable to the final Investments of the Account to the Client (including the retention by the Client of the final Investments of the Account on an in-kind basis) shall be the “Liquidation Date”.

12.         Valuation.

(a)          Valuation Reports. The Investment Manager shall reasonably assist the Custodian to furnish to the Client within fifteen (15) Business Days after the end of each calendar quarter, a written statement as to the aggregate net asset value of the Investments and uninvested cash held in the Account (the “Valuation”) as at the close of business on the last Business Day of each quarter (the “Valuation Date”). The Valuation of the Account shall be determined as set forth herein and any determination made pursuant to these instructions shall be binding on all parties concerned. “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close.

(b)          Valuation Procedures. The Custodian shall be responsible for the calculation of each Valuation in accordance with the valuation procedures set forth in sub-paragraphs (i) through (vi) below (the “Valuation Procedures”) and in consultation with the Investment Manager as necessary. The Investment Manager shall provide reasonable assistance to the Custodian in connection with producing each Valuation, including providing the Custodian with certain information relating to the Account necessary to produce each Valuation. For the purpose of producing each Valuation, the Valuation Procedures set forth below shall be applied by the Custodian and the Valuation shall include all assets, securities, property and uninvested cash comprising the Account. It is acknowledged and agreed that the Investment Manager’s pricing methodology may differ from the Custodian’s pricing policies and valuation procedures as delineated under U.S. GAAP. As contemplated by the foregoing, the Valuation Procedures are as follows:

(i)          The currency under which each Valuation shall be prepared is United States dollars and the value of the Account shall be expressed in such currency in accordance with the provisions of paragraph (vi) below.

(ii)         Assets, securities and other property for which market quotations are readily available will be valued at the last sale price on the relevant day, or, in the absence of any such sales, the mid of the last available bid/ask price. All other assets, securities and other property shall be valued using values from financial publications, pricing services, or other services or sources, including exchange prices whenever possible. Where an asset, security or other item of property is traded on more than one market, such assets, securities or property shall be valued on the market considered to be the primary market therefor. Assets, securities or other property with remaining maturities of sixty (60) days or less are valued at amortized cost. Notwithstanding the foregoing, for syndicated bank loans and other widely-traded instruments, the Valuation shall be taken at the middle of the bid and offer price as determined by Thomson Reuters Pricing Service, Markit Partners, LoanX, Bloomberg or IDC and where no such price exists, the latest available traded price.

(iii)        An Investment purchased and awaiting payment against delivery shall be included for valuation purposes as an Investment held, and the accounts payable of the Account shall be adjusted to reflect the purchase price, including brokers’ commissions and other expenses incurred in the purchase thereof, but not disbursed as of the Valuation Date.

(iv)        An Investment sold but not delivered pending receipt of proceeds shall be valued at the net sales price.

(v)         Unquoted Investments shall be taken at the Valuation Date by the Custodian at a fair value based on a relative value assessment process that incorporates current market conditions and capital structures of other securities where data is more readily available or other information that the Custodian deems appropriate.

(vi)        Investments denominated in any currency other than U.S. dollars and any currency other than U.S. dollars forming part of the Account shall be converted to U.S. dollars at the exchange rates prevailing as of the close of business on the relevant Valuation Date, quoted at the “W.M. Reuters page”.

(vii)       Notwithstanding the foregoing, the Valuation of any CLO security held in the Account shall be determined by an independent third-party valuation provider (an “Independent Valuation Consultant”) mutually acceptable to the Client and the Investment Manager, and that the pricing methodology applied by the Independent Valuation Consultant will not be in conflict with the valuation requirements of U.S. GAAP. It is understood that Thomson Reuters Pricing Service shall constitute a mutually acceptable independent third-party valuation provider.

(viii)      Subject to applicable legal, contractual or other confidentiality obligations, the Investment Manager and the Client each agree to make available to the other party any trustee reports and/or other reports that are routinely and customarily provided to holders of CLO securities that the Investment Manager or the Client, as applicable, knowingly receives from third-party collateral managers related to the CLO securities held as Investments in the Account.

(ix)         Valuations provided by the Custodian (and, with respect to CLO securities, determined by the Independent Valuation Consultant) may be used, but are not required to be used, by the Client for the purposes of preparing its financial statements. The Client will follow the valuation practices and procedures called for under the accounting standards used by the entity owning a specific Investment or interest in the Account, or the valuation methods required by regulation of the legal domicile of the entity.

13.         Governing Law. The laws of the State of New York (without giving effect to its conflict of laws principles that would cause the laws of another jurisdiction to apply) shall govern all matters arising out of or relating to this Agreement, as well as any non-contractual obligations arising out of or in connection with it, and the transactions it contemplates, including its interpretation, construction, performance, and enforcement.

14.         Reports. The Investment Manager shall provide the Client with such monthly and quarterly portfolio reports and market information as may be reasonably agreed to from time to time between the Investment Manager and the Client.

15.         Notices. Any notice, consent or other communication made or given in connection with this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or electronic mail, or five (5) days after mailing by certified mail with return receipt requested, or on the next Business Day (in the place of delivery) if sent by recognized overnight courier service for next-business-day delivery, as follows:

If to Advantage Insurance or the Client:

Advantage Life & Annuity Company SPC
c/o Advantage Insurance Inc.

250 Munoz Rivera Avenue, Suite 710

San Juan, Puerto Rico 00918

Attention: Walter Keenan

Tel: +1 (787) 705-2900

E-mail: w.keenan@advantagelife.com

with a copy to:

Manatt, Phelps & Phillips LLP
7 Times Square
New York, NY 10036
Attention: Brian Korn

Tel: +1 (212) 790-4510
Email: BKorn@manatt.com

If to the Investment Manager:

GSO / Blackstone Debt Funds Management LLC

345 Park Avenue, Floor 31
New York, NY 10154

Attention: Marisa Beeney

Tel : +1 (212) 503-2100

E-mail: marisa.beeney@gsocap.com

with a copy to:

Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017

Attention: Jason Herman

Tel: +1 (212) 455-3697
Email: jherman@stblaw.com

Either party hereto may, from time to time by notice in writing served upon the other as aforesaid and acknowledged thereby, designate a different mailing address or a different or additional person to which all such notices or demands thereafter are to be addressed.

16.         Electronic Delivery of Account Information. The Client hereby agrees and provides the Client’s informed written consent to the Electronic Communication (as defined below) of Account Information (as defined below) by the Investment Manager, the Custodian and/or an administrator or other relevant service provider to the Account. “Account Information” means any and all notices, consents or other communications under, in respect of or in connection with this Agreement (including any reports required under Section 14 of this Agreement, regulatory communications and other information, including documents required to be delivered pursuant to the Advisers Act). “Electronic Communication” means e-mail delivery, making Account Information available electronically to the Client on the Investment Manager’s Internet site, if applicable, and/or through any other electronic means, including through a virtual data room. The Investment Manager, in its sole discretion, may elect which method of delivery it uses with respect to any and all Electronic Communications. It is the Client’s affirmative obligation to notify the Investment Manager in writing in accordance with Section 14 of this Agreement if the Client’s e-mail address provided to the Investment Manager changes. The Investment Manager, the Custodian, the administrator and any other relevant service providers, as applicable, to the Account will not be liable for any interception of Electronic Communications of Account Information.

17.         Entire Agreement. This Agreement, together with all Exhibits and Schedules attached hereto, contain all of the terms and conditions agreed upon or made by the parties hereto relating to the subject matter set forth herein and therein, and supersedes all prior and contemporaneous agreements, negotiations, correspondence, undertakings and communications of the parties hereto, oral or written, respecting such subject matter.

18.         Amendments and Waivers. No provision of this Agreement may be amended, modified, waived or discharged except as agreed to in writing by the parties hereto. The failure of a party hereto to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

19.         Status of the Investment Manager. The Investment Manager shall for all purposes be an independent contractor and not an employee of the Client, nor shall anything herein be construed as making the Client a partner or co-venturer with the Investment Manager or any of its Affiliates or other Advisory Clients. The Investment Manager shall have no authority to act for, represent, bind or obligate the Client except as specifically provided herein.

20.         Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Client, the Investment Manager, each Indemnified Person and their respective successors and permitted assignees. Any person that is not a signatory to this Agreement but is nevertheless conferred any rights or benefits hereunder (e.g., Affiliates or Representatives of the Investment Manager and others who are entitled to indemnification hereunder) shall be entitled to such rights and benefits as if such person were a signatory hereto, and the rights and benefits of such person hereunder may not be impaired without such person’s express written consent.

21.         Assignment. Except as provided in this Section 21, no party to this Agreement may assign all or any portion of its rights, obligations or liabilities under this Agreement, or may affect an assignment within the meaning of Section 202(a)(1) of the Advisers Act, without the prior consent of the other party to this Agreement. Notwithstanding the foregoing, (i) the Investment Manager may assign, upon prior written notice to the Client, any of its rights and obligations hereunder to any Affiliate; provided, that such Affiliate assumes the obligations of the Investment Manager hereunder and (ii) the Client may assign the Agreement in its entirety to (x) Advantage Insurance or Advantage Property & Casualty Company SPC or (y) with the prior written consent of the Investment Manager, any other subsidiary of Advantage Insurance; provided, that in each case such assignee is at all times a wholly owned subsidiary of the Advantage Insurance In the event of any assignment or transfer of this Agreement (or the rights and obligations hereunder) by the Investment Manager or the Client in accordance with this Section 21, the representation and warranties made by such assigning party as set forth in this Agreement shall be deemed made by such party’s assignee as of the date of such assignment.

22.         Force Majeure. The Investment Manager shall not be liable to the Client for any failure, delay or interruption in the performance of its obligations which result from any occurrence of force majeure. Such events of force majeure include acts of god, acts of terrorism or war, fires, floods, power failure, disabling strikes, epidemics, quarantine restrictions, freight embargoes, acts or regulations of any governmental or supranational bodies or authorities that render illegal or impractical the performance of relevant obligations of the Investment Manager, closure or suspension of any relevant markets and breakdown, failure or malfunction of any telecommunication or computer service or systems (other than proprietary systems operated by the Investment Manager). In any such case, all amounts due to the Investment Manager hereunder in respect of services actually performed shall be paid as and when due.

23.         Incorporation of Amendments to Applicable Laws. Any references to sections of federal or state statutes or regulations shall be deemed to include a reference to any amendments thereof and any successor provisions thereto.

24.         Discretion. Where any provision of this Agreement refers to a determination, decision or action of the Investment Manager such determination, decision or action shall mean a determination, decision or action in its sole discretion or under a grant of similar authority or latitude, and the Investment Manager shall be entitled to consider only such interests and factors as it desires, including its own interests.

25.         Headings. The headings contained in this Agreement are intended solely for convenience of reference and shall not affect the rights of the parties to this Agreement or the interpretation of any term or provision hereof.

26.         Counterparts. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original, but all of which when taken together shall be deemed to be one and the same instrument.

27.         Survival. The provisions of Sections 6, 8, 9, 10, 11, 12, 13, 15 and 17 through 30, inclusive, hereof shall survive the termination of this Agreement.

28.         Venue. To the fullest extent permitted by law, in the event of any legal action or proceeding arising out of the terms and conditions of this Agreement, the parties hereto irrevocably (i) consent and submit to the exclusive jurisdiction of the Supreme Court, State of New York, New York County and of the U.S. District Court for the Southern District of New York, (ii) waive any defense based on doctrines of venue or forum non conveniens, or similar rules or doctrines, and (iii) agree that all claims in respect of such a legal action or proceeding must be heard and determined exclusively in the Supreme Court, State of New York, New York County or the U.S. District Court for the Southern District of New York. Process in any such legal action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

29.         Waiver of Jury Trial. EACH PARTY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY TO THE EXTENT PERMITTED BY LAW IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS WAIVER APPLIES TO ANY LEGAL ACTION OR PROCEEDING, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. EACH PARTY ACKNOWLEDGES THAT IT HAS RECEIVED THE ADVICE OF COMPETENT COUNSEL.

30.         Pronouns; Interpretation. All pronouns shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of a person may require in the context thereof. The words “including,” “includes” and “include” shall be deemed to be followed by the words “without limitation”. The words “herein”, “hereof”, “hereunder” or other words of similar import shall refer to this Agreement as a whole and not any particular term or provision hereof.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF the parties hereto have caused this Second Amended and Restated Investment Management Agreement to be executed as of this 16^th day of November, 2017.

EXHIBIT A

Investment Guidelines

Introduction:

Subject to the remaining terms and provisions of these Investment Guidelines, the Investment Manager shall endeavor to make Investments for the Account such that at all times the Account meets the criteria set forth herein. The Client acknowledges and agrees that the Investment Manager shall not be deemed to have breached these Investment Guidelines or the Agreement by reason of fluctuations in the value of the Investments arising from market movements and other events beyond the Investment Manager’s control, a change in the nature of any investment (whether through change in business activity or credit rating) or significant contributions to or withdrawals from the Account. Investments may be made directly or indirectly through one or more investment vehicles.

The Investment Manager may request the Client to make suitable modifications to these Investment Guidelines to reflect any change in market circumstances; provided, that any modification to these Investment Guidelines requested shall become effective only upon agreement by both parties, which agreement shall not be unreasonably withheld by the Client.

To the extent the consummation of an investment results in the violation of any of the Investment Guidelines, the Manager shall dispose of such investment and/or any other Assets in its discretion, as soon as commercially practicable in the reasonable judgment of the Manager, to restore compliance with such Guidelines; it being understood that the violation of any of the Investment Guidelines shall constitute neither a breach of this Agreement (including any of the Investment Guidelines) nor shall the applicable Investment constitute a “trade error” for purposes of this Agreement or any other purposes (including, without limitation, for regulatory purposes) if (i) such violation is curable and (ii) the Investment Manager cures such violation within sixty (60) days after the Investment Manager becomes aware of such violation.

Investment Guidelines:

The Investment Guidelines shall be subject to the good faith interpretation of the Investment Manager.

Approved Assets:

Restricted Activities:

Classification of Investments:

“Cash and Cash Equivalents” Investments shall be cash, money market funds, obligations of the United States of America due within two years, commercial paper rated A1/P1, and corporate obligations rated “A” or better maturing within one year.

“Available for Sale” Investments shall mean (i) any asset that the Investment Manager has purchased with the intent to sell within one year of such acquisition and is used for liquidity management purposes or to result in short-term trading gains, or (ii) any asset that the Investment Manager has purchased in a vehicle established for the purpose of accumulating loans for potential contribution to a CLO (such vehicle, a “CLO Warehouse Entity”), including, without limitation, any such interest held in Warehouse Parent Ltd. (including CLO Warehouse Entities with respect to which the Investment Manager or its Affiliates earn management or other fees).

“Held to Maturity” Investments shall be any assets designated as such at the time of purchase by the Client upon the advice of the Investment Manager. Unless otherwise advised by the Investment Manager, the Client will designate all CLO equity securities and CLO mezzanine securities purchased for the Account as Held to Maturity assets.

For the purposes of this Agreement and calculation of Management Fees, designation of assets as Held to Maturity or Available for Sale will continue even if use of such terms or equivalent categorizations for accounting or regulatory purposes is discontinued by the Client or is no longer recognized under U.S. GAAP.

EXHIBIT B

Fees & Expenses

Management Fee: For the duration of the term of the Account up to and including the Liquidation Date, the Investment Manager shall be paid a fee following the end of each calendar quarter (i.e., the periods between January 1^st and March 31^st, April 1^st and June 30^th, July 1^st and September 30^th and October 1^st and December 31^st of each calendar year), in an amount equal to the applicable Management Fee as further set forth below.

“Management Fee” shall mean, with respect to each Investment as of the end of each calendar quarter, a percentage per annum determined as follows:

(A)         For Cash and Cash Equivalents (as defined in Exhibit A) in the Account as of the end of such calendar quarter, equal to 25 basis points (0.25%) of the total; and

(B)         for each Available for Sale (as defined in Exhibit A) asset in the Account as of the end of such calendar quarter, equal to 50 basis points (0.50%) of such asset’s fair market value (determined in accordance with Section 12); and

(C)         for each Held to Maturity (as defined in Exhibit A) asset in the Account as of the end of such calendar quarter, equal to:

For the avoidance of doubt, the Management Fee will be reduced to take into account any fees received by the Investment Manager or any of its Affiliates as a result of managing any CLO that the Client invests in, if such investment is or has been made in the primary market.

For the purposes of this Agreement, “Cost” shall mean the cost paid for an Investment, which, if requested by the Client, shall take into account embedded gains and losses as may be agreed by the Investment Manager and the Client in writing (which may include electronic mail). For the purposes of this Agreement, “Adjusted Cost” shall mean the cost paid for an Investment less any cash distributions treated as return of capital for accounting purposes previously received by the Account with respect to such Investments. Cost and Adjusted Cost for the purposes of Management Fee calculations will be adjusted to match the carrying value of the Investment if the Investment is categorized as “Other Than Temporarily Impaired” (or equivalent accounting definition) on the balance sheet of the Client for accounting purposes (any such Investment, an “Impaired Investment”).

For shares of pooled investment funds sponsored by the Investment Manager or its Affiliates, other than securities issued by CLOs managed or advised by the Investment Manager or its Affiliates, the Investment Manager may purchase such funds as Investments held in the Available for Sale category with the permission of the Client. The Management Fee for each Investment of this type will be reduced by the proportionate indirect fee paid directly to the Investment Manager by the pooled investment fund Investment, up to the full amount of the Management Fee that would otherwise be payable for the Investment. Notwithstanding the foregoing, the Management Fee due pursuant to paragraph (B) hereof for the management of any Available for Sale asset in a CLO Warehouse Entity shall not be reduced by any other fees payable to the Investment Manager or its Affiliates by such CLO Warehouse Entity.

With respect to any Investment held indirectly through one or more intermediate entities (as such intermediate entities may be agreed by the Investment Manager and the Client in writing (which may include electronic mail) from time to time), the Management Fee with respect thereto shall be calculated based on the Account’s indirect proportionate share of such Investment.

If this Agreement commences on any date other than the first date of a calendar quarter or any Termination Date occurs on any date other than the last date of a calendar quarter, then the Management Fees attributable to any such partial calendar quarter shall be pro-rated based on the number of calendar days during which services hereunder were provided.

Each installment of the Management Fees shall be due and payable by the Client to the Investment Manager within fifteen (15) days following the Client’s receipt of an invoice therefor.

Incentive Fee: For the duration of the term of the Account up to and including the Liquidation Date, the Investment Manager will be entitled to receive an incentive fee (the “Incentive Fee”) with respect to any investment proceeds received by the Account for any Investment which constitutes a Held to Maturity asset, determined in accordance with the following priorities:

(A)         First, 100% to be retained by the Account until the Account has received an aggregate amount with respect to such Investment pursuant to this paragraph (A) equal to the Cost of such Investment;

(B)         Second, 100% to be paid to the Investment Manager until the Investment Manager has received an aggregate amount with respect to such Investment pursuant to this Paragraph (B) equal to the Management Fee Catch-up Amount, if any;

(C)         Third, 100% to be retained by the Account until the Account has received an aggregate amount with respect to such Investment pursuant to this paragraph (C) equal to the sum of (i) the aggregate amount of Management Fees incurred by the Client with respect to such Investment and (ii) any Management Fee Catch-up Amount paid in accordance with clause (B) above, if any;

(D)         Fourth,

(i)          10% to be paid to the Investment Manager as an Incentive Fee and

(ii)         90% to be retained by the Account.

For the avoidance of doubt, the Incentive Fee will be reduced to take into account any incentive fees received by the Investment Manager or any of its Affiliates solely with respect to the portion of the Client’s interest in each CLO managed by the Investment Manager on behalf of the Client, if such investment is or has been made in the primary market.

Incentive Fees shall be due and payable by the Client to the Investment Manager at the end of each calendar quarter (the “Incentive Fee Payment Date”) within fifteen (15) days of the Client’s receipt of an invoice therefor.

Notwithstanding the foregoing, Incentive Fees (other than any fees payable in accordance with clause (B) above) shall accrue but shall not be paid by the Client, if as of any Incentive Fee Payment Date, the deemed liquidation value of the Account (determined in accordance with Section 12) is less than the Net Cash contributed by the Client to the Account. Any Incentive Fee accrued but not paid pursuant to the foregoing sentence shall be payable at such time as the deemed liquidation value of the Account (determined in accordance with Section 12) is greater than the Net Cash contributed by the Client to the Account.

“Management Fee Catch-up Amount” shall mean with respect to any Impaired Investment an amount equal to the difference between (i) the amount of Management Fees the Investment Manager would have received with respect to such Investment except for such “Other than Temporarily Impaired” categorization minus (ii) the actual amount of Management Fees received by the Investment Manager.

“Net Cash” shall mean as of any date, the total amount of cash and securities contributed by the Client to the Account, less withdrawals of cash and securities, as of such date.

Expenses: The Investment Manager shall render the services set forth hereunder at its own expense, including administrative expenses, employment expenses and other compensation for its employees, insurance, office expenses, rent, utilities, and other ordinary and recurring expense of management. Notwithstanding the foregoing, the Investment Manager shall not be responsible for any of the Client’s expenses, and the Client shall be responsible for all costs related to the operation of the Account, including accounting (including auditing) and legal expenses, investment expenses (e.g., trade clearance and settlement, corporate action processing, trade confirmation and reconciliation), professional fees (including expenses of consultants and experts), taxes (and any related expenses) and other governmental charges, custodial and transfer agency fees and expenses, record keeping and other administrative fees and expenses, printing and mailing expenses and all investment expenses incurred by the Account (including interest on borrowings and commitment fees and related expenses payable to lenders, brokerage commissions, borrowing charges on Investments sold short, bank service fees, withholding and transfer fees, custodial fees, clearing and settlement charges and other trading-related expenses, loan fees, sales commissions, appraisal fees, loan-pricing services fees, interest and commitment fees, underwriting commissions and discounts, consulting and information services expenses, research expenses, extraordinary expenses, including costs of any litigation or investigation involving the Account activities and any other expenses reasonably related to the purchase, sale or transmittal of the Investments of the Account) and other similar expenses related to the Account, as applicable, as the Investment Manager reasonably determines (collectively, “Expenses”). The Client will also reimburse the Investment Manager for the reasonable travel and incidental expenses of its personnel related directly to the business of the Client, including travel to attend meetings of the Board of Directors of the Client or other events or meetings at the request of the Client. To the extent the Investment Manager advances any costs or expenses described above on behalf of the Account, the Client will reimburse the Investment Manager promptly upon the Investment Manager’s request.

Termination Fee: If the Client fails to renew this Agreement or otherwise terminates this Agreement for any reason except for “Cause” pursuant to clause (B) of the definition thereof and Section 11(c) with respect thereto, or the Investment Manager terminates this Agreement for “Good Reason” pursuant to clauses (A), (B) or (C) of the definition thereof and Section 11(b) with respect thereto, the Client shall pay to the Investment Manager a termination fee equal to the sum of (i) the aggregate amount of Management Fees paid to Investment Manager with respect to the immediately preceding four calendar quarters plus (ii) at the option of the Investment Manager, either (x) an amount equal to the Incentive Fee that would be paid if all Investments in Held to Maturity assets in the Account as of as of the Termination Date were sold at their respective Valuations on such date or (y) upon the receipt of proceeds by Client following the Termination Date with respect to each such Investment, an amount equal to the Incentive Fee (if any) that the Investment Manager would otherwise have been entitled to receive had such Termination not occurred, except for the purposes of this clause (y) such Incentive Fee shall be determined without regard to the deemed liquidation value of the remaining portfolio (collectively, the “Termination Fee”). The Termination Fee shall be due and payable by the Client to the Investment Manager within fifteen (15) days of the Client’s receipt of an invoice therefor; provided, that to the extent the Investment Manager elects to receive the post-termination Incentive Fee pursuant to clause (ii)(y) of the foregoing sentence, the Client agrees to notify the Investment Manager of the receipt of proceeds from any such Held to Maturity asset within two (2) Business Days thereof (which notice shall include evidence reasonably satisfactory to the Investment Manager describing the amount of such proceeds) and the Investment Manager shall promptly thereafter deliver to the Client an invoice detailing the amount of the fee owed.

SCHEDULE I

Conflicts of Interest

The following discussion enumerates certain potential conflicts of interest that should be carefully evaluated before making an investment in the Account, but is not intended to be an exclusive list of all such conflicts. Any references to the Firm, GSO, Blackstone and the Investment Manager in this section will be deemed to include their respective Affiliates, partners, members, shareholders, officers, directors and employees, except that portfolio companies of managed clients shall only be included to the extent the context shall require and references to GSO Affiliates shall only be to Affiliates operating as a part of Blackstone's credit focused business group.